Exhibit 10.15


 





 


	Niv Krikov	November 3, 2021



215 Fisher Street


Needham, MA 02492 Dear Niv,


 


As we have discussed and agreed, your
employment with Agrify Corporation (the “Company”) will terminate effective November 10, 2021 (the “Separation
Date”). If you timely sign this letter agreement (the “Agreement”) the Company will provide you with the
Severance Benefits described below, on the condition that you comply with all the terms set forth herein.


 


1. Separation.
Regardless of whether you sign this Agreement, on the Separation Date, you will receive payment of all wages earned, including your earned
bonus for Q3 and Q4, any commissions, expense reimbursement and all unused vacation time accrued, through the Separation Date. Following
the Separation Date, you will no longer be an employee of the Company and, except as specifically provided below, you will not be eligible
to participate in any of the Company’s bonus plans or employee benefit plans except as specifically provided by law, or by the terms
of the plans themselves.


 


2. Severance
Pay. In consideration of the mutual covenants set forth herein, the Company will continue to pay you an amount equal to your current
annual base salary, less applicable withholding and deductions, through June 30, 2022 (the “Severance Period”), in
accordance with the Company’s regular payroll periods and procedures (“Severance Pay”). The first payment shall
be made on the first regular Company payroll date following the date you sign this Agreement and the seven-day rescission period expires.
The first payment shall include any retroactive amounts accrued. Payment of the Severance Pay is contingent upon your compliance with
the terms of this Agreement. You acknowledge and agree that the Severance Pay is over and above anything owed to you by law, contract,
or under the policies of the Company, and that it is being provided to you expressly in exchange for you entering into this Agreement.


 


3. Group
Benefits. Your participation in the Company’s group medical, dental and vision insurance plans shall terminate on November 30,
2021, except as provided under COBRA. If you elect to continue your participation in the Company’s group medical, dental and vision
insurance plans in accordance with COBRA, the Company will pay the full monthly premium from December 1, 2021 through June 30, 2022. As
for other Company group benefits, you will continue to be enrolled in the Company’s group plans at your current levels of enrollment
through June 30, 2022, at the Company’s expense. The Company will provide you with information regarding your rights under COBRA
on or before November 21, 2021.


 


4. Employee
Stock Options. The options previously granted to you will continue to vest through June 30, 2022, in accordance with the Company’s
Stock Plan and your option grants. Your vested options shall be eligible for exercise until September 30, 2022.


 




     


    Niv Krikov Page 2


    

 


5. Continuing
Assistance. The Severance Benefits described above are subject to you continuing to serve as an advisor through December 31, 2021.
As an advisor, you agree to be available by telephone or email to assist in the transition of your duties and answer any questions relating
to your CFO responsibilities. The Company understands that you may have other obligations during the Advisory Period. Accordingly, the
Company anticipates that you will need to devote approximately ten (10) hours per week to advisory services. The Company acknowledges
that you have a planned vacation starting the week of December 23, 2021 and will have limited availability that week.


 


6. General
Release. On behalf of yourself, your agents, assignees, attorneys, heirs, executors and administrators, you agree and do release and
forever discharge the Company, its affiliates, parents, subsidiaries, officers, directors, employees, attorneys and agents, individually
and in their official capacities (collectively, the “Releasees”) from any and all claims and causes of action, known
or unknown, including but not limited to those arising out of or relating to your employment by the Company or your separation from employment.
This release includes, but is not limited to, any claims you may have under any federal, state, or local employment laws; any federal,
state, or local laws prohibiting discrimination in employment, including but not limited to the federal Civil Rights Acts, the Americans
with Disabilities Act, Massachusetts employment discrimination statute (including Mass. Gen. Laws ch. 151B); claims under the Employee
Retirement Income Security Act; claims under any federal, state or local leave laws, including but not limited to the Family Medical Leave
Act; claims for unpaid salary, wages, commissions, bonuses or other compensation under the Fair Labor Standards Act, the Massachusetts
Wage Act (including Mass. Gen. Laws ch. 149, § 148), or any federal, state or local wage and hour laws or wage claim statutes; claims
alleging any legal restriction on the Company’s right to terminate its employees; any personal injury claims, including without
limitation, wrongful discharge, detrimental reliance, violation of privacy rights, defamation, misrepresentation, tortious interference
with business expectancy, emotional distress; or any claims alleging breach of express or implied contract. This release does not
waive: (i) your right to enforce the terms of this Agreement; (ii) any claims that cannot be released by law, or any future claims that
have not arisen as of the date that you signed this Agreement; (iii) any rights you may have under the Company’s employee benefit
and equity plans (such rights shall be governed by the terms of those plans and applicable law); or (iv) any rights you may have to indemnification
and legal defense as a former employee and officer of the Company, pursuant to applicable law and Company bylaws, policies, and insurance
policies.


 


You further specifically acknowledge that:


 


		(a)	This release is part of an agreement between you and the Company
that is written in a manner that you understand. The Company is giving you money and other things of value that you would not otherwise
be entitled to receive.



 


		(b)	The Company hereby advises you in writing to consult an attorney,
and you have been given the opportunity to consult with counsel of your own choosing.



 




     


    Niv Krikov Page 3


    

 


		(c)	You have been given 21 days to consider signing this Agreement
(the “Consideration Period”), and you understand that, if you sign this Agreement within the Consideration Period,
you may revoke this Agreement within seven days of signing and delivering it. This Agreement will not become effective until the end
of such seven-day period. In the event you exercise your right to revoke this Agreement, all obligations of the Company under the Agreement
will cease. You further understand that if you sign this Agreement prior to the expiration of the Consideration Period, you have waived
any remaining portion of the Consideration Period. If you timely revoke this Agreement after signing, you acknowledge and agree that
any amounts payable hereunder that have been paid to you prior to the date of revocation, shall be repaid to the Company simultaneously
with the delivery of the revocation.



 


		(d)	By signing this Agreement, you understand that you are waiving
all rights and claims for age discrimination arising under the Age Discrimination in Employment Act and other similar federal, state
and local statues, regulations, orders and the common law.



 


		(e)	You are not releasing or waiving any rights or claims for age
discrimination or otherwise which may arise after the date this Agreement is signed.



 


7. No
Pending Suits. You acknowledge and agree that you have not filed any lawsuit or complaint against the Company or any of the other
Releasees in any court of law or administrative agency that is pending as of the date you sign this Agreement. You further agree to waive
any right to accept any monetary award obtained on your behalf from any Releasee by any local, state or federal governmental agency for
any claim otherwise subject to the release set forth in this Agreement.


 


8. Mutual
Non-Disparagement. Unless as required by law or valid subpoena, you agree, on behalf of yourself, your agents, assignees, attorneys,
heirs, executors and administrators, not to make any oral or written communication to any person or entity which has the effect of damaging
the reputation of, or otherwise working in any way to the detriment of, the Company, the Releasees, or the Company’s products and
services. The Company agrees that it will not issue any press release or public statement that disparages you or has the effect of damaging
your reputation. Likewise, the Company agrees that its executives and members of its Board of Directors will not make any oral or written
communication to any person or entity which has the effect of damaging the reputation of, or otherwise working in any way to the detriment
of you. Absent a written request from you, inquiries from potential employers will be directed to the Company’s Director of HR,
Sheryl Elliott, who will provide only the titles you held and the dates of your employment.


 


9. Non-Solicitation;
Non-Disclosure. You acknowledge and agree that the Proprietary Information, Inventions, and Non-Solicitation Agreement between
you and the Company (the “Proprietary Information Agreement”) remains in full force and effect, subject to the
understanding that the restrictions set forth in Section 5 of the Proprietary Information Agreement will not preclude you from
working with or doing business with “any consultant or independent contractor” with whom you worked, did business, or
otherwise interacted before you became an employee of the Company.


 






     


    Niv Krikov Page 4


    

 


10. Confidentiality.
You and the Company agree to maintain the terms of this Agreement as confidential information, subject to disclosure only pursuant to
the requirements of the law. Notwithstanding the following, you may inform your immediate family and legal and financial advisors of the
terms hereof on the basis that they shall similarly maintain the confidentiality of said terms. You may also share this Agreement with
taxing authorities and the Department of unemployment Assistance if requested to do so. Finally, you may share Section 9 of this Agreement
with a potential or new employer.


 


11. Return of
Company Property. By signing this Agreement, you represent that you have returned to the Company all property belonging to the
Company including, but not limited to, all keys, office equipment, documents, records, client files, written materials, computer,
electronic information, credit cards bearing the Company’s name, and other Company property (originals or copies on whatever
form) in your possession. You represent that you will retain no copies of confidential documents, and that you will make no attempt
to acquire such documents in the future. Notwithstanding the foregoing, the Company agrees that you may retain possession of the
laptop computer issued to you during your employment. You agree to make the computer available to the Company’s IT personnel
for the purpose of removing any Company confidential information.


 


12. Non-Admission.
The existence and execution of this Agreement shall not be considered, and shall not be admissible in any proceeding, as an admission
by the Company, its affiliates, officers, directors, employees, or agents, of any liability, error, violation or omission.


 


13. Severability.
The provisions of this Agreement are severable, and if for any reason any part hereof shall be found to be unenforceable, the remaining
provisions shall be enforced in full.


 


14. Execution.
This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one agreement.
A facsimile or PDF signature shall be deemed an original and valid signature.


 


 15. Miscellaneous.




 


(a) You
agree that this is an individually negotiated agreement, and not part of any continuing arrangement, plan, scheme or program.


 


(b) You
acknowledge that this Agreement constitutes an articulation of all pay and benefits to which you are entitled, and that you are not entitled
to any other payments, benefits or privileges that have not been specifically included in this Agreement.


 


(c)
This Agreement supersedes all prior written, verbal, or implied agreements between you and the Company, except for the Proprietary
Information Agreement, as set forth in Section 9 above and your equity agreements with the Company.


 


(d) This
Agreement may not be modified except in writing signed by you and an Officer of the Company. This Agreement shall be construed under the
laws of the Commonwealth of Massachusetts and shall be binding upon your heirs and personal representatives, and the successors and assigns
of the Company.


 


(e) You
further acknowledge that no promises or representations have been made to you by any person to induce you to enter into this Agreement
other than the express terms set forth herein.


 


(f) Should
you decide to file for unemployment benefits, the Company will not contest your application, but will respond truthfully to any requests
for information from the applicable government department.


 


************************************


 






     


    Niv Krikov Page 5


    

 


Should you choose to accept this Agreement,
please sign and date below where indicated and return it to me. Please do not hesitate to contact me if you have questions.


 


	 	 	Very truly yours,
	 	 	 	 
	 	 	/s/ Raymond Chang
	 	 	Raymond Chang
	 	 	President
	 	 	 
	Accepted and Agreed:	 	 	 
	 	 	 	 
	/s/ Niv Krikov	 	Date:	11/7/2021
	Niv Krikov